In Search of Trouble
by Zervziel
Summary: Fillies missing, towns decimated with no witnesses, and a strange force awakened inthe dark Evergreen Forest. Can the magic of friendship stop a force that seeks to destroy all magic?
1. Chapter 1

Everfree forest was as gloomy and forbidding as ever, as the small group of young ponies made their journey through it's treacherous core.

"Applebloom, care to tell why we're out here in the middle of the nowhere again?" groused a small orange pegasus. Her tiny legs pumped hard to keep up with her friend.

"Applebloom, Scootaloo! Wait up!"

Scootaloo chanced a quick look over her shoulder to see a white unicorn filly a short ways behind her. "Hey, 'Bloom, slow down." She called to the little earth pony filly charging on ahead of her. "What's the rush?"

Not bothering to look back, the earth pony panted out. "We're going t'meet Zecora fer a lesson on 'erbal medicines, remember?"

The pegasis filly's face shifted to a look of disbelief. "Huh? That what we're breaking our backs out here for? That's lame."

"Well you could always head back to town. Alone. In the middle of the Everfree forest if ya like." The vermillion-maned pony continued her headlong charge through the forest.

The orange pegasus heaved an exasperated sigh and rolled her eyes. Why did Applebloom have to drag them out here for a lesson on plants? Hadn't she learned from her previous experiences with one of Zecora's potions just how much bad news the icky concoctions were? Never the less Scootaloo kept galloping after Applebloom with Sweetie Belle in tow.

The trio kept galloping for what seemed like forever to Sweetie Belle. It was only after they were passing through a clearing with a distinctive rock formation that reminded Sweetie of the old pony named Mr. Waddles head, did it click in the unicorn fillie's head. Sliding to a halt, she yelled out "WAIT!"

Applebloom and Scootaloo skidded to a halt shortly afterwards. Trotting back to their friend Applebloom piped up. "What is it, Sweetie Belle?"

Hoof frantically pointing at the rocks, Sweetie panted out, "We've passed those rocks about three times now, girls!"

Scootaloo and Applebloom exchanged worried looks. "Bloom, you do know where we are right?

"Um….no. What about you?"

The pegasus gave a frantic shake of the head. "No, I was just following you!"

Eyes darting back and forth in the hopes of finding something that looked familiar, Applebloom murmured, "Bad, this is bad. AJ's gonna murder me for getting lost in the Everfree again!"

An eerie sensation crawling up Sweetie Belle's spine made the filly shiver. "That's if whatever in this forest doesn't eat us first!"

Whimpering, the three fillies grabbed onto one another, each furtively shooting glances about the darkened wood.

"How long do you think we've been out here?" Sweetie Belle couldn't help but ask.

"Ya got me beat. Bloom? Any idea?" With the two other crusaders gazing at her so hopefully Applebloom sadly shook her head.

"I…I don't know. I'm sorry I dragged yall out here this late in the day." She couldn't stop her head from drooping in shame. Seeing how despondent their friend looked, Sweetie and Scootaloo, after a quick glance at one another, grabbed their friend in a quick hug.

"Don't worry, you guys!" Scootaloo proclaimed with the confidence of the youthful. "We aren't sunk yet! I bet right now your sisters and Rainbow Dash are looking for us right now!"

"Yeah!" Sweetie Belle piped up. "Plus, if we're late to Zecora's hut, I bet she's looking for us too!"

"Right!" Scootaloo shot a roguish grin at her friends. "In fact I bet you guys next weeks allowance that Rainbow Dash finds us first!"

"You're on!" Sweetie Belle and Applebloom chimed in unison.

"Well then, all we do is sit and wait." With that Scootaloo plopped her orange flank right down and relaxed. "We'll get out of this in no time."

Several hours later, as Celestia's sun started to set, Applebloom and Sweetie Belle fixed their glare on a rather sheepish pegasus.

"Out of here in no time, huh?" Applebloom shot at Scootaloo. Sweetie Belle's eyes dart back and forth between the darkening shadows. Backing towards her two friends she kept her eyes glued on the forest.

"Isn't night time supposed to be when the creepiest of the creepy crawlies come out?" Sweetie's voice was low and meek.

The earth pony and pegasus looked at their friend. They all remembered the experience with the cockatrice.

"Ok, guys, keep your eyes peeled for any chickens." Scootaloo stated as she scanned the forest. Applebloom could stop a large grin from spreading across her face.

"Already on it, Scoots." She said, staring directly at her friend.

"Hilarious, Applebloom." Scootaloo deadpanned. "Next time try for some originality."

Over the course of the next few hours and the temperature started to drop, the three fillies found themselves huddled together as the sounds of the darkened forest started to take their toll on their imaginations. Scootaloo could have sworn she saw a gnarled tree branch flex open and close like the talons of an eagle. Sweetie Belle envisioned a large root near them as a massive snake, lying in wait for them. Applebloom tried to remain the most grounded of them, but at one point she could have sworn she saw a pony standing in the moonlight. An extremely tall pony with unnaturally long limbs staring dead at them with unseen eyes. The next time Applebloom looked, the apparition was gone.

"Any time now, guys, Dash is going to come swooping down on us." Sweetie and Applebloom weren't fooled, Scootaloo's voice cracking mid-sentence betrayed her unease. In truth, the pegasus was incredibly close to crying. She had never been out this late before and definitely not this deep into the Everfree forest.

A low rumble caught Sweetie belle's sharp ears. At first she jumped, thinking some great beast of the forest was about to launch itself at them. Another low rumble, brought her head up, her ears pinning themselves down in distress.

"Um…..guys? I think we've got rain incoming."

Her statement drew the eyes of her friends upwards. Sure enough a massive thunderhead was closing in on them. The fillies were about to get a taste of one of the Everfree's infamously nasty wild storms.

"We better get undercover and fast if we don't want to get soaked!" The Cutie Mark Crusaders followed Applebloom as she headed into the forest. The going was slow, but the prospect of being wet, cold, and miserable gave their flight for cover an extra boost. Passing by a rock wall, Sweetie Belle spied something that looked promising.

"Look over there! A cave!" Once again Applebloom and Scootaloo found themselves following the direction of her frantically pointing hoof.

"I dunno. A cave like that could have all sorts of nasty creatures in it." Applebloom pointed out. Scootaloo's head bobbed frantically up and down in agreement.

"We can't stay out here in the rain! Who knows how long it will rain and I bet our sisters will what for it to pass before looking for us." The white unicorn filly countered. Once again Scootaloo's head bobbed frantically in agreement. The argument might have continued on if it hadn't been for the sound of rain rolling towards them. Seeing the oncoming downpour, Scootaloo spoke up.

"Cave it is!" Following that, she bolted for the almost hidden entrance to the cave. Her two friends followed in close pursuit. Bolting through the entrance the trio careened into the closest wall. Bouncing up, they checked themselves over.

"Ahhhhhh, visitors."

All three of the ponies' ears perked up at the sound of the voice. Stumbling over each other they faced the direction of the voice. The cave was larger than the small crack of an entrance had let on. Perched at the back of the cave next to a small campfire was a large mare with sable fur. With a languid motion of her hoof, the mystery mare beckoned the fillies over. "Interesting. Are they allowing foals to roam this forest these days?" The mare looked them over. Her piercing cyan eyes studied each filly in minute detail. Scootaloo half-expected the ebon mare to ask the pegasus to spread her wings so she could measure them, so intense was her scrutiny.

Sweetie Belle knew from her sister that first impressions were important. In this case, she and her friends had just dropped in on this mare's home. Dredging up memories of the time Rarity had tried to….civilize her, Sweetie Belle dropped into a little curtsy. As she opened her mouth to greet their host, her efforts were preempted by Scootaloo's tactful query of "Who, by Celestia's giant flank, are you?"

Scootaloo couldn't understand why Applebloom and Sweetie were face-hooving at her question. A low long laugh from their unexpected host rang out. Opening her eyes, the mare spitted Scootaloo with her intense eyes.

"My, my, forward aren't we?"

The nervous gulps from Applebloom and Sweetie Belle were quite audible in the silence that followed.

The orange pegasus was not deterred in any way. "Maybe. Who are you and why are you living in a cave in Everfree forest of all places?" Another silence passed. Scootaloo tried again by introducing herself. "I'm Scootaloo, and these two statues here are Sweetie Belle and Applebloom." She gestured towards her motionless friends with a small hoof.

A small smirk hovered near the mare's muzzle. "You may call me Jin for now. Now what are three fillies such as yourself doing in Everfree forest?"

"We were heading to a friend's house to help out. Unfortunately we got lost on the way." Applebloom had finally summoned the courage to speak.

"Lost? Oh my! How serious." The mare's low voice almost sounded bored. " And what brings you three little fillies to my cave?"

"Duh, it's raining." Sweetie and Applebloom found themselves once again face-hoofing at their friend's total lack of manners. Oddly enough their host almost seemed amused by it. "Indeed it is, young one. And it is quite late as well." Once again the mare's eyes swept over them. Applebloom's stomach was less than impressed by their conversational skills and decided to unleash a loud growl to get the conversation going again. "When was the last time you ate, little ones?"

"Not since this morning at least." Applebloom found her voice again, her hunger adding to her courage. Wordlessly, the dark mare reached into a satchel behind her and tossed something to each of the three fillies. Catching her's in both front hooves, Applebloom inspected the object. It appeared to be a form of thick-skinned fruit. Its wrinkled hide was similar to an orange but was a dark shade of purple.

"What is it?" Applebloom couldn't help but ask. Her siblings grew all manner of crops, but this new fruit was entirely new.

Scootaloo eyed hers from every conceivable angle. "Yea, almost looks like some kind of funky lemon to me."

Reaching into the bag to produce one more for herself, the mare replied. "It's a type of fruit that grows exclusively in the Everfree forest. At least to my knowledge." Taking a bite to show it wasn't dangerous, she continued. "The main part of the plant grows on the ledge above this cave, and yet it bears its fruits in dark underground caverns."

Sweetie Belle's curiosity was drawn to the cave they were in by these words. The floors were oddly enough, a soft layer of very fine layer of dark and dry sand. The walls were bare rock for the most part. Spaced unevenly across the walls were long dark green tendrils. Sweetie couldn't see them too well in the dark, but the black mare, who watched her as she looked about nodded, confirming the Sweetie's thought that these tendrils might be the afore mentioned plants. Realizing she and her friends still hadn't eaten the mare's offering, Sweetie Belle, with a sheepish smile, bit into the fruit. The taste was as unique as the fruit "Mmmmmm, that's good!"

At her proclamation the rest of the Cutie Mark Crusaders dug into their fruits as well. Soon the cave was filled with appreciative comments about the fruit.

"Tastes like a grapefruit mixed with an orange!" Scootaloo somehow managed to say from around most of the fruit in her mouth. Sweete Belle and Applebloom agreed, taking much smaller bites. The mysterious mare smiled and offered more of the fruits to the ravenous fillies. Soon, the cave was filled with yawns as well, the events of the day and the late hour catching up to the fillies. Tossing the fillies some cloth to use as blankets the mare ordered them to sleep.

"I'll take you back to the main path out of this forest in the morning." She said, laying down her own head to sleep. Her answer was a sleepy agreement from the three foals as they drifted off to sleep.

Sweetie Belle had no idea how long she slept for, but at some point during the night she found herself awake from a neck cramp. Shifting her position on the floor, the unicorn filly was careful not to disturb the nearby sleeping forms of her friends. Looking over at the mare who had sheltered them and fed them, Sweetie belle figured she was asleep as well from the slow rise and fall of her chest. As she rolled over, something caught her eyes.

Looking back, Sweetie Belle felt a jolt of fear shoot through her. While the mare looked to be asleep, Sweetie Belle could see from the embers of the dying fire, her eyes were wide open and locked on the filly and her friends, the faint reflection off of the black mare's eyes being what caught the sleepy filly's attention. Sweetie had seen that effect before with Opalescence, Rarity's infamously foul-tempered feline companion. Turning her head back, Sweetie Belle tried to get back to sleep with the mare's unsettling stare haunting her mind.

The next morning came with no incidents. The mare woke the three fillies and offered them a quick breakfast of the same fruits as the night before. Once the three fillies had eaten, the mare led them out into the dripping forest, the storm from the night before having passed on.

After traveling for what seemed like hours, the mare finally stopped. Pointing a hoof ahead of her, she told the fillies "If you go a short distance straight ahead, you will encounter the main path into and out of the forest. Now go. There are worse things in this forest than the beasts." With that, the mare turned back the way they had come and faded into the forest before the fillies could even manage a thank you. Scootaloo was less than impressed by the mare's disappearance.

'Huh. Rude much? The least she could have done was actually lead us out of the forest." The pegasus huffed in irritation. Looking up, she couldn't help but comment. "Why didn't she fly away? Her wings were certainly large enough."

This statement drew odd looks from her friends. Sweetie Belle spoke first.

"Um, wings? I didn't see wings. I saw a long horn, but no wings." Now Scootaloo and Applebloom looked at her with confused looks on their faces.

"I didn't see wings or a horn. I thought she was an earth pony!" Applebloom now felt uncomfortable. How could all three of them miss something like that? Normally she'd argue the point with her friends, but judging from their nervous reactions, they felt the same as her.

"L-let's just drop it. I just want to get out of this place." The olive-colored pony hoped her friends would get the hint. Thankfully they did. AS the trio marched in the early morning gloom, a thick fog started rolling through the forest.

"Darn it! I can't see a thing! Sweetie Belle! Scootaloo! One of you grab my tail and the other grab that pony's tail!"

"Right!" Scootaloo grabbed the end of Applebloom's red tail in her mouth. "Come on, Shweetie Belle! Grab my tail!" she urged from around the tail. No answer came. Scootaloo abruptly turned her head to see if she could spot her friend, dragging a protesting earth pony around as she did. "Shweetie Belle where are you?" the pegasus cried from around her friend's tail.

"Scootaloo! Let me go!" Applebloom snapped, quite tired of being drug around like Winona's chew toy.

"She's not here!" The pegasus's brow furrowed in worry for her friend. "Sweetie Belle!"

"Sweetie Belle, where are ya?" Applebloom quickly joined in the effort to find their missing friend. The roiling fog was completely silent. Looking at Scootaloo, whose face she could barely make out through the fog despite being a mere hoofsteps away. "I don't get it, Scootaloo. Where could she have gone?"

The pegasus was about to answer when something peculiar about the unnaturally thick fog caught her attention. Mouth still open, the orange pegasus's eyes watched as the mists nearest to Applebloom stopped moving and then with the quickness of a striking snake, the mists coiled about the tiny earth pony.

"Applebloom!" Scootaloo surged forward to aid her friend, unable to believe that even a little filly like her friend couldn't break the ethereal bonds. Before she could reach her, the tendrils lifted the screaming filly into the air and drew her back into the mist. "Applebloooom!" The pegasus raced after her friend to no avail. All too soon, Applebloom's panicked screams faded into the fog. Stumbling to a halt, Scootaloo could only stare in the direction her friend had been spirited away. Tears quickly overcame the young pony, as she sat disgusted at how helpless she had been to save her friend. She didn't know how long she sat like that, magenta eyes clenched shut as she wept. All she knew was the next time she opened her eyes, the thick fog had already dissipated.

Looking about herself, the orange pegasus heaved a heavy sigh. Her blind and reckless pursuit after Applebloom had gotten her lost again.

"I see you are still here. Was the broad and clear path I showed you too complicated for you to follow?"

At the sound of the languid, throaty voice, Scootaloo look around herself frantically, her mane whipping about her head. Although the sun was fully overhead now, the thick forest canopy shadowed everything within the forest. As Scootaloo watched, a piece of darkness detached itself from the shadow of a large gnarled tree. It was the large black pegasus she had seen the night before. Leaping up, the little filly ran up to her. Grabbing an ebon forehoof, Scootaloo pleaded with her.

"Come on! I need your help! Something really weird happened to my friends and they need help!"

Stopping for just a moment, Scootaloo looked directly into the larger pegasus's eyes and gave the the best teary-eyed puppy look she could manage, having seen Sweetie Belle and Applebloom use that same expression on their sisters. Unfortunately, it worked about as well as the mare simply gave her a laconic look and replied.

"Remember what I said about leaving the forest quickly due to there being far worse here than the beasts?" Scootaloo nodded, recalling the warning, which she had thought to be overly melodramatic at the time.

"Now, my little pony, tell me, what exactly happened to your friends?"

Scootaloo sensing she might be able to help her friends after all launched into detailed account of how her unicorn friends Sweetie Belle had simply up and disappeared. Then she went on to mention how a heavy fog had appeared, one so thick she could barely see her friend a few hoof steps away, and how it had come alive and taken her friend. Her story finished, Scootaloo pleaded once last time.

"Please help me, Ms. Jin! I know they're out there! I need to help them!"

Without a word, the black pegasus simply rose and started to depart.

"Hey, wait a minute! I thought you were going to help me find them." Scootaloo tried her best to look Jin in the eye. However the fact her head didn't even come up to the other pony's chest stopped her.

"I said no such thing." Came the reply as the dark pony simply scooted the young pegasus out of her path. "I came here because I sensed an immense surge of magic. And what do I find? You." She stopped abruptly, one forehoof in mid air. "With such magic, and wild magic at that about, I'd rather not find out what took your friends." Turning her head back, she fixed a eye on the filly. "It's quite likely you are next. Farewell, little filly." With that the pegasus once again faded into the shadow forest.

"That has got to be the dumbest thing I've ever heard!" Scootaloo shouted to the absent pony. "I don't need your help anyway!" With that, she stood up prepared to march off to look for her friends. Just as she started off, something smashed into her ribs with increadible force. The blow was more than enough to send her skidding across the forest floor into the side of a large tree. The confused filly lay draped across the roots, wheezing heavily ignoring the stabbing pains in her chest as she tried to regain her wind. Staggering to he feet, Scootaloo gamely challenged he mystery attacker.

"Who's there? Come out and show yourselves!" She yelled to the forest. Her only answer was an unnatural silence. Wiping a hoof across her brow, the filly scanned the forest and saw no sign of her attacker. It wasn't until she heard branches creaking did she look up. Even though her attacker's form was still indistinct in the darkness, what she could see caused her mouth to fall open. It was huge! The shadowed beast looked to the little filly to be slightly smaller than Sugar Cube Corner.

A panicked squeak escaped her mouth as the fuchsia-haired pony frantically backed away from the shadowed behemoth. A low keening noise filled the air and slowly built up to a full-throated roar that seemed to pummel the little filly's heart as well as her eardrums. The creature's head was seated on top of a lengthy and well-muscled neck but lacked scales from what she could see in the low light. With a few steps from its long legs, each footstep accompanied by a bass rumble, it approached her. Now frozen with fright, she could only watch as it's mouth opened impossibly wide, revealing triple rows of wickedly sharp and curved teeth. Scootaloo's heart jumped as she treated to the sight of the creature's canine, which looked to be almost if not bigger than her.

Realizing that if she didn't move, she'd be this thing's snack, Scootaloo grabbed a fallen branch with her teeth and flung it behind the beast. Her ruse worked, the beast ceasing its attack to look in the direction of the crashing noise. Needing no invitation, the pegasus filly bolted, her tiny legs pumping as hard as they could. Scootaloo expected to hear it roar in anger at being thwarted, but only her own hoof steps filled her ears. She ran as long and as hard as she could, hoping to find a way out of the forest and back to Ponyville.

As Scootaloo raced she could have sworn she saw that weird black mare again, pointing a hoof in a direction to Scootaloo's right. Hoping her trust wasn't misplaced; she changed direction and continued to gallop on. It became evident to her quickly she couldn't keep up her breakneck pace. Her legs were burning and her chest throbbed from blow she had taken earlier. Eventually she was forced to stop. Barely able to stand, she continued to stagger on. Finally as the exhausted pegasus leaned against a tree, she was rewarded with a sight that would've made her leap for joy if it hadn't been for her injuries; just a short distance from where she stood, she could see not only the path, but on a hill about a kilometer from the forest, stood a familiar cozy-looking cottage made from a tree.

"Oh wow, Ms. Jin pointed me towards Fluttershy's house!" The exhausted pegasus murmured excitedly. Heartened by the sight, she continued on. It wasn't a long walk, but her frantic adrenaline-powered dash just moments prior had taken its toll on her body. By the time she made it to the front gate, Scootaloo's legs felt as if they were made from lead, each step seemed like she had Luna's moon strapped to them. Leaning against the front gate, she looked at the house. Everything seemed dark on the inside. Opening the gate, she staggered on inside. Wings drooping to the ground, feet feeling like lead weights, chest pains causing her to wince, and her coat, mane, and tail coated in leaves, vines, and dirt, Scootaloo knew she was a horrific sight.

Stopping at the front door, she rapped a hoof against it. No answer. Not wanting to give up too easily, she banged on it with both her front hooves. Eventually, the door was opened from the inside. Instead of the butter yellow pegasus answering the door, it was her white, surly-looking rabbit, Angel Bunny. Upon seeing the state of the filly that was half-collapsed on the threshold, he corralled the rest of Fluttershy's menagerie of pets to pull her inside. Under his direction, the almost unconscious pony was deposited on the couch, where she promptly fell into a deep slumber.

Angel Bunny had no idea what to do with the young pegasus. Still undecided, he waved one of Fluttershy's pet birds over. Hummingway hovered in place as Angel pantomimed that he wanted the bird to go and retrieve their mistress. With a nod the bird bolted out a nearby window and darted off in the direction of Everfree.

With that taken care of, the rabbit hopped off to the kitchen for a snack, not noting the fog that was slowly flowing from the dark forest.

Scootaloo had no idea how long she had been asleep when the house shuddered underneath the first blow. Frightened animals were all over the place. Birds filling the air, while everything from squirrels to raccoons darted across the floor in panicjed confusion. Another heavy blow caused large sections of the cottage's roof to break free and fall to the floor. One such section landed in front of the door Scootaloo had been limping towards. The orange pegasus only had time to scream once as agony blazed across her as a multitude of teeth closed across her back.


	2. Chapter 2

Everfree forest. For many ponies the name was synonymous with horrifying creatures, dark ruins, and a never-ending emerald maze of trees and undergrowth. To many ponies to even enter it was considered tantamount to suicide. Only the most stouthearted of them would even consider making a home near the infamous forest, but even they would not consider entering the wood unless one's life was in danger and at that point many would just stay and fight rather than deal with it's terrifying menagerie of monsters.

On this particular day, the dark wood was just as forbidding as ever, but for the six ponies frantically making their way through it's darkened heart.

Flying as fast as she could, Rainbow Dash scanned entire swaths of forest for the three missing fillies. The leafy canopy of trees frustrated her efforts. From the air, the forest hid all signs of the ground. With a grumble she finally descended towards the group of ponies.

Fluttershy, while normally deathly afraid of the Everfree forest despite living right next to it, was busy coasting above the ground. Her eyes scanned back and forth frantically searching for any sign of the fillies. On occasion one of her friends would call her name causing the timid pegasus to squeak in fright and dive for cover.

Applejack, Pinkie Pie, Rarity and Twilight Sparkle, not having the gift of flight were stuck tramping through the muddy forest. To Pinkie and Twilight's surprise, Rarity didn't raise a single objection to her hooves getting dirty. In fact the ever fashionable unicorn was on the front lines, levitating whatever Applejack couldn't buck out of the way, her once perfect mane and pristine now soiled with mud and grime.

"Ugh, this is getting' us nowhere! This forest is just too big!" Applejack vented as she bucked yet another log out of their path. "Twilight, don't you have a locator spell or something?"

The lavender unicorn looked down. "I'm sorry, Applejack, but the spell only works on certain objects and specific materials."

As she spoke, Rarity cocked her ear in interest.

"Aha! Twilight, use that spell to locate Applebloom's bow!"

After a sheepish smile at not having thought of that before, Twilight's face scrunched in concentration as her horn started to glow in preparation for the spell's casting. Upon releasing the spell in a brilliant reddish purple flash of light, Twilight's horn started tugging her in a specific direction.

"They're this way, girls, come on!" With that the unicorn darted through the undergrowth followed shortly by a small stampede of ponies. As they dove further into the forest, the darker the undergrowth became. Rainbow Dash and Fluttershy kept pace, flying just above their friends.

Twilight could feel that they were closing in on the Cutie Mark Crusaders in her horn. The day before when they had gone missing, Applejack mentioned that Applebloom, Scootaloo, and Sweetie Belle had all gone into the forest to visit Zecora. So for several hours, the friends had simply gone about their daily lives, assuming the trio was in the care of the zebra shaman.

It hadn't been until later on when the three failed to return home, that they began to fear for the fillies. Rarity had gone to Sweet Apple Acre's to see if Sweetie Belle and her two friends were there. On the way, she had encountered Applejack on her way to Carousel Boutique to do the same. From there the two had gone to check Sugar Cube Corner and Fluttershy's house for them.

Fluttershy, who had quickly joining the search along side Pinkie Pie, even flew up to check Rainbow Dash's house even though they knew that two of the three missing fillies couldn't walk on clouds and the third couldn't fly yet. Fluttershy was able to convince a dozing Rainbow Dash into helping, even though it had taken the yellow pegasus disintegrating the cloud Rainbow Dash to prove the urgency of the situation.

From there, they immediately sent Dash to Twilight's library. After making her customary entrance through the window, Rainbow Dash had simply picked the surprised mare up and flew her to the edge of the forest to meet the others, ignoring the protests of a very surprised Spike. And then the storm had shown up and ruined everything.

Back in the present, Twilight finally came to a stop. She couldn't help but feel downhearted. The lonely ribbon laying on the ground in front of her was enough to see that she had just lead the others on a wild goose chase through the heart of one of the most dangerous locations in Equestria.

"All that running for nothing. Dang it, Twilight, we need to find them and not go haring off like that." Applejack growled with a stomp and snort.

"Applejack! Watch yourself! Twilight did the best she could and it's no fault of hers that Applebloom's bow came off." Rarity was quick to defend the miserable Twilight.

The mare in question scrapped a hoof across the loam, wishing she could just dig a hole and crawl right in.

Rarity was not quite done with the farm pony yet. "Besides, her spell has provided us with the best lead we've had yet. At least we know they've been here."

"I…uh." Applejack didn't have anything to say to that. Bowing her head in submission she apologized.

"I'm…I'm sorry, Twi. I didn't mean to blow up like that." Now it was the earth pony's turn to look as if she wished she had a hole to climb into. "It's just I'm so worried about Applebloom. It's been over a day now and we haven't seen hoof nor hair of those three."

Twilight was just about to comfort her when their discussion was disrupted.

"I got it! I know how to find them!" The shout had come from the least expected source, Fluttershy. With a meek grin, she continued.

"I've been helping a pack of timber wolves for awhile now. I'm pretty sure if I ask them nicely, they could use their noses to track Scootaloo and the others down!"

Having recovered from their shock of actually hearing Fluttershy shout, the other ponies quickly pondered the merits of her plan.

"Um, won't having timber wolves chasing after them make them run even farther away?" Inquired Pinkie, who for once in her life actually thought logically.

Rainbow Dash hovered in mid air, thoughtfully tapping her chin with her hoof.

"Hmmm. Even then we'd be able locate them easier. I'd say go for it, Fluttershy!"

With that and a nod from the rest of her friends, the little yellow pegasus flew above the forest canopy and quickly disappeared over the horizon.

"What should we do now?" asked an already bored Rainbow Dash.

"I'm not sure, darling, but I don't think splitting up in the middle of this forest is a good idea."

Pinkie Pie quickly distracted Rarity, waving her over to where the pink earth pony had already scratched out a tic-tac-toe pattern on the ground. Glancing at her already muddy and scratched hooves, she merely shrugged and walked over.

Twilight having already searched the immediate area in which the bow was found simply sat down. "I guess we'll just wait until Fluttershy comes back with that pack of timber wolves then."

"Ergh, I hate waiting. I mean are we really just gonna sit on our flanks until-" Applejack's rant was quickly cut off by every other pony giving her chilled looks.

"Applejack, we understand your concern, but we can't go off half-cocked now. Just sit down and relax until Fluttershy can come back with her wolves." Reasoned Twilight.

In truth she was worried for the little fillies as much as every other pony, but there were times for action and then there were times were a pony had to wait before they act. And as much as Applejack didn't want to, this was one of those times.

Fluttershy sped home, her usually languid and graceful flying now a hurried rush to get home to her animals. Her idea to use the wolf family's noses had been inspired by her mental checklist of all the animals she'd need to check and make sure they were doing well.

As she flew she spied, an object flying at her at terrific speeds. Just as she was about to start maneuvering out of its path the objects slowed it's speed and revealed itself to be a humming bird with green plumage, one Fluttershy recognized instantly.

"Mr. Hummingway!" She squeaked with delight, flying up to her flying singing buddy.

"What are you doing all the way out here?" the quiet pegasus inquired. The humming bird landed on her snout and began chirping and whistling, punctuating its reply with animated wing movements.

Fluttershy nodded her head and gave the occasional "Oh my" and "I see" in the appropriate places. Nodding her head one last time, Fluttershy put on her war face, which to any observers was less threatening and more adorable. "Right let's go save little Timmy! There's no knowing when any other pony will bother looking in that well!"

The humming bird brought its right wing to its head with an audible 'smack'. It gave a few stern chirps to Fluttershy, who blushed. "You're right, let's go get Rainbow Dash to do it, saving ponies in those situations is more her style.

Fluttershy tried to duck as the irate humming bird buffeted her head with it's wings before making motions to follow it. Heaving a sigh she followed it.

"I really wish I knew what you were saying.

The rest of her flight back didn't take much longer. However even before the house itself came into sight, having been shrouded in the slowly fading remnants of a thick heavy fog. The first signs something was horribly wrong were entire trees that had been uprooted or outright smashed by some incredible force. Fluttershy couldn't tell if it had been done by magic or pure brute force.

As she closed with her house, no longer following Hummingway, who'd borrowed deep into her mane in fear, the fading fog began to reveal more horrifying details. One of the same trees in her front yard had been shattered, the quantity of bird houses that had once rested in it's leafy crown lay on the ground, broken into pieces. Even more saddening for the pegasus, was in the remains of a few, she could make out the shattered eggs that lay within.

The timid mare wanted nothing more than to flee the horrible seen, but a sense of responsibility towards her animal wards stayed her hooves. She could see now that her beautiful home that had been so lovingly crafted to coincide with nature had been demolished. The roof had either been caved in or ripped off and discarded, revealing the interior. On the entrance side of the house the front walls had been shattered.

She timidly stuck her head inside the door, feeling somewhat foolish that she was acting scared of her own house, despite the circumstances. It was then she noticed the smell.

The inside of her main living room was covered in blood. It coated the few remaining interior walls, contrasting sharply with the pale yellow paint. Oddly enough for all the blood, no bodies remained.

"What could do such a horrible thing?" Sobbed Fluttershy, barely able to stay on her hooves, the smell of blood hanging thick in the air. Suddenly, she bolted away from her ruined house. She had to see how the rest of her animal friends were doing.

Rainbow Dash had been slowly patrolling the skies above her group of friends as she waited for Fluttershy to return with her wolf friends. The chromatic pegasus had felt restless down there on the ground and had flown up for a bit of exercise. A large part of her restlessness was due to how helpless she felt not that the cyan pegasus would ever admit it.

She had completed yet another circuit around the surrounding forest, when Rainbow Dash's ear quickly caught hint of a shrill whine coming from behind her. Curious she turned and looked. Just above the tree line something was tearing through the air at terrific speed towards her and her friends, the shrill whine being generated by it's passage.

Rainbow Dash instantly readied herself to attack whatever speeding menace might be coming to harm her friends, when she realized the object was a familiar yellow color. As the object closed, Rainbow Dash's mouth dropped open in shock. The object in question was Fluttershy. Even as Dash's magenta eyes widened in shock, she could see the telltale shock cone forming around her friend's front hooves.

The weather pony barely had time to dodge her almost supersonic friend, as the meek pegasus barreled by.

"F-Fuh-Fluttershy! Wha-how did- What the heck?" She stammered, her face contorting as feelings of amazement, disbelief, and anger warred inside her.

Flying after her friend, who was back winging as hard as she could to kill her speed, Rainbow Dash grabbed her by the tail and spread her wings. Once Fluttershy was brought to a stationary hover, the irate mare grabbed her oldest friend by her shoulders and spun her around.

Her mouth already open, ready to either start telling Fluttershy off for almost running into her or complementing her on almost achieving a level sonic rainboom, Rainbow Dash gave out a strangled squawk as her weeping friend latched on to her with a bear hug that pinned her wings to her side as well as knocking the wind out of her.

"L-let me go! We're gonna fall!" Rainbow Dash gasped knowing her friend wasn't capable of holding them in the air. Sure enough, the two pegasi started falling towards the forest floor. Rainbow Dash's life flashed before her eyes. Even in that crucial moment, some small part of her mind crowed about how awesome it was.

The impact never came as a familiar reddish purple glow surrounded the two, slowing their fall and bringing them gently to a stop on the ground below. Applejack and Pinkie Pie rushed over to the tangled pegasi and helped their cyan friend free herself from Fluttershy's crushing bear hug.

After a mumbled word of thanks from Rainbow Dash, the five ponies tried to consol the crying pegasus who was on the ground, streams of tears flowing from her face.

"Fluttershy, my dear, what's wrong?" Rarity was beside herself with worry at what put her friend in such a state. Placing a hoof around her shoulder, the unicorn drew her friend into a hug. "Please tell us so we can help you?"

"Yeah and tell us why you didn't bring back those wolves you went to get!"

Everypony present shot Rainbow Dash a stern glare.

"What? We were all thinking it. Besides we do have fillies to find."

Finding no arguments after that, Rainbow Dash walked up to her oldest friend who was still crying into Rarity's now filthy fur.

"Fluttershy, we need to know what happened." Dash's voice was uncharacteristically soft, her eyes filled with compassion for Fluttershy. "We got fillies to find and you were going to get some of your animal friends to sniff them out."

Still sniffling, the shy pegasus murmured something inaudible while staring at the ground. Cocking an ear, Applejack stepped up. "Pardon?"

"I said they can't!" Fluttershy wailed. "Something ate all of them! All the birdies and the little critters are gone and there was blood everywhere!"

All the ponies recoiled at this news.

"Maybe the wolves ate them?" Reasoned Twilight.

Shaking her head, Fluttershy sniffled again before answering. "Even a hungry wolf pack couldn't eat all of the animals at my home. Besides I know they were eaten too!" Collapsing on the ground, she cried out "Even Mr. Snuffles was eaten! I found his tail!"

"Mr. Snuffles?" asked an incredulous Rainbow Dash.

Rarity's eyes widened. "Wait, Mr. Snuffles…The manticore!"

A resounding "what!" echoed through the clearing. Seeing all eyes on her, Rarity cleared her throat.

"Mr. Snuffles is the manticore we encountered when we went after Nightmare Moon. During one of our spa trips, Fluttershy told me that she encountered him again later on. Apparently he was so grateful to her, he started acting as a guardian for her home."

The assembled ponies looked at one another. More than one snuck a look at the surrounding forest, wondering fearfully just what could eat Fluttershy's legion of small animal friends, a wolf pack, and a full-grown manticore in one go.

Even the uncharacteristically quiet Pinkie Pie was looking around nervously.

"I think we're going to need a bigger party."

"Like maybe the Royal Guard?" Supplied Twilight. The unicorn walked up to Fluttershy, who was still sobbing. "Fluttershy, did you see any evidence of the creature?"

"Um, well. I saw a bunch of broken and uprooted trees and…." With a yelp, she leapt up. "There was a trail heading in this general direction! That's why I was flying so fast!"

"Wait you mean whatever awful, scary monster that ate your pets is heading this way?" Pinkie asked, feeling a lump of fear in her throat. Scary trees were easy to laugh at. Hungry, flesh-eating monsters capable of feasting on wolves and manticores and smashing trees were less easy.

"Maybe we should head back to town and round up a larger party. I want to find those fillies, but I don't want to get eaten by some unknown monster."

Holding up a hoof to quiet the outburst that Rarity, Applejack, and Rainbow Dash would raise, Twilight continued on. "This forest is just too big for the six of us to search on our own. We need more help and preferably some guards to help protect us from whatever attack Fluttershy's house."

"Wouldn't that take a couple days to organize Twilight?" accused Applejack.

"Well, yes." The unicorn reluctantly admitted. "But what are we supposed to do? Wander around this forest and risk getting split up and eaten by some hungry monster? Do you have any idea how huge this forest is?"

Applejack had no answer to that. She bowed her head in defeat only to have it snap back up in surprise, as did several others at the deep bass rumble that echoed through the clearing.


	3. Chapter 3

Thunder rolled through the Everfree Forest as yet another wild storm rolled through the dreaded wood.

"Really? Another storm?!" Rainbow Dash shouted in agitation as she pumped her wings fighting the fierce winds that carried the ominous thunderhead towards her friends.

Normally the rainbow-maned pegasus could simply knock apart the clouds, but here in the Everfree, the clouds were just as ethereal to her as normal clouds were to everypony else. With a snort of irritation, the cyan pegasus gave up on her recent attempt to dissipate the storm. In seeming retaliation a powerful burst of wind forced her to the ground.

"Sorry, everypony," Rainbow panted. "This storm is here to stay, I can't touch it any more than you can normally.

A once-white unicorn cast a look of disgust at the layer of grime and dirt on her usually pristine coat and mane. "That's quite alright. At least the rain should help wash out my co-Ouch! Twilight!"

"Come on, we need to get a move on." Twilight gave Rarity's flank another poke from her horn. "The faster we get back, the faster we can round up some help to find your sisters."

"And Scootaloo." Said Rainbow Dash with a smirk.

"And Scootaloo….Yes, Pinkie?"

The pink mare ceased her frantic waving of her fore hoof like a school filly.

"What about Zecora? Shouldn't we find her as well?"

Twilight was just about to answer with the affirmative when a flash of light and the crashing of thunder preempted the lavender unicorn. The group jumped in fright.

"Sweet Celestia's Flank, that's a lot scarier here." Rainbow Dash squawked in surprise.

The rest of the group barely had time to agree with her before a nearby tree, an ancient monster of a fir toppled to the ground. Standing right behind the shattered stump was the most horrifying sight any pony had every seen.

The creature was long in limb and neck, and even in the dim light of the storm, the ponies could see the jagged mass of teeth crowding the beast's mouth to the point that even it had closed it's mouth, the glistening dagger like teeth would be seen. Twilight could see the body itself was heavily muscled. Literally as it seemed the creature had no skin on the majority of it's body.

As one the ponies screamed in terror and took flight. The frightened friends stayed close together, some ancient instinct telling the ponies there was safety in numbers.

Twilight chanced a glance behind her and was surprised to see no pursuit from the creature. Looking forward, she barely had time to duck under a low hanging tree branch. Pursuit or not, she and her friends were not staying in this forest a moment longer.

Sensing they were near enough to the edge of the forest, Twilight summoned her remaining energy to her horn and with a flash the group of ponies were gone.

In Canterlot Castle, Princess Celestia was attending a celebratory feast for a newly married couple of ponies. It surprised her that such an elderly couple would put off the wedding for so long. The older guard had apparently been courting his new wife for some time and only recently had they decided to tie the knot.

Nodding towards the pair of ponies, Celestia sat down at her spot at the head of the table. No sooner had she done so, a familiar green flame appeared in the air above her, drawing the attention of everypony around her. The fire swirled and eddied for a little bit before depositing a letter with Twilight's seal directly in to the surprised alicorn's salad.

Suppressing an irritated huff, Celestia plucked the letter out of her salad. Cracking the seal, she scanned the letter.

"Dear Princess Celestia

PLEASE HELP! Some unknown kind of monster in Everfree Forest attacked Twilight and her friends while they were searching for Applejack and Rarity's little sisters! Twilight's unconscious from teleporting everypony from the Forest to the library as they escaped! Fluttershy's home have been crunched and all her animal friends (including a dang manticore!) got munched (including the manticore!) by something big and nasty from the forest. It seems really strong considering it was knocking over and crashing through fully-grown trees according to Applejack. Please send help!

P.S. Ow. Applejack did not need to hit me so hard. Please send a detachment of Royal Guards to help search Everfree for Applejack and Rarity's sisters…and Scootaloo.

Your panicking and too-handsome-to-die-young, Spike"

The Solar Diarch felt worry the fate of her student as well as a small surge of pride. Teleporting five ponies plus herself while galloping after spending however long searching was as dangerous as it was impressive. However, the Princess's worry overpowered the sense of pride. It seemed that her beloved student was suffering from a horrendous case of magical burnout.

Standing up, the Princess cleared her voice. "Fillies and Gentlecolts, I'm sorry to put a damper on this wondrous occasion, but unfortunately something has come up that demands my utmost attention. Please continue on and make this a day for this happy pair of ponies to remember."

Pleased with her little speech, Celestia turned and exited the room. A dead silence followed her, but as soon as the tip of her ever-blowing prismatic tail disappeared, a rambunctious blue-gray earth pony mare with a straight mane of lighter gray leapt on to the table.

"Come on everypony! What better time for music and dance?!"

With that announcement, the party started back in full swing.

Ponyville Library shook as a small, screaming dragon plummeted from one of the high shelves to the ground.

Peeling himself off the floor, Spike checked himself. Every scale was in place and his spikes were still in a row. Looking at the floor he found the cause of his latest tumble, a letter with the royal seal lying in a pile of newly fallen books. The letter's arrival and the resulting monstrous belch had launched the young dragon off the ladder he had been standing on as he put the last of the books away. Naturally the impact of an infant dragon hitting the ground was enough to knock all the recently shelved books right back off.

Hours of work erased, Spike picked up the letter in one claw as he started grabbing books with the other.

"Stupid books" he grumbled as he stacked books in an attempt to at least clear the walking space. This done the assistant made his way into the small kitchen nook off to the side that was reserved for Twilight and him.

Taking a nice cold bottle of apple juice from the icebox, Spike sat down at the table and flicked a talon across the seal, neatly parting the wax. With a practiced flick of the wrist he flipped the letter open and started reading Celestia's message.

Back when he and Twilight had lived more or less on their own in Canterlot, the unicorn had once taken umbrage at him reading the letters from the Princess to her. The arguing had gone back and forth until Spike simply started refusing to send the letters for here. A few missing letters thanks to the less-than-stellar Canterlot Postal Service had eventually brought her back. Any argument the violet unicorn had crumbled before Spike's pointing out that while Twilight had been too young to raise him, Princess Celestia had taken care of him herself rather than appointing a nanny to take care of him. In many ways Celestia was like the mother he had never known and he'd like to at least hear from her on occasion.

Slurping his juice through the straw, Spike read through the letter as he walked into the main room.

"Dear Spike

I have appraised Luna as to the situation. She will remain in Canterlot while I shall be arriving very shortly from Canterlot with the guards. They shall search while I shall see what I can do for Twilight. Expect me very soon."

A sudden crash reverberated throughout the tree library, staggering Spike as he juggled his drink and the note. Just as the young dragon regained his hold on the two, a nearby tower of books started leaning in his direction.

"Oh come on!" He wailed as gravity won out prompting another avalanche of books.

"Spike? Are you there?" Called a heavenly voice. Spike groaned. All he saw was darkness and books. At this rate he was going to gain either an unnatural attraction to books like a certain unicorn or an unnatural fear of them. Another groan soon followed.

From the sheer weight, mass and the obvious wear on the cover of the books, it had been a few of Twilight's favorites that had bowled him over. In other words a small mountain of books, each not much smaller than him and together they accounted for at least a small forest in pages.

The sound of stifled giggles made it's way through to his cave of literary pain. A soft golden light surrounded the books on top of him before they all floated up revealing his savior, Princess Celestia. As always she looked radiant to the young dragon. The same golden light wrapped around him and he was gently floated over to her.

"Hey, Princess. How was the flight?" Spike's green eyes crossed a few times as they tried to focus on her.

"It was lovely, Spike." Celestia replied, a mischievous yet radiant smile on her face. However it soon melted away revealing a look of concern as her magenta eyes fixed on him.

"Are you ok, Spike?"

Shaking his head, he reassured her. "I'm fine, Princess. Just a few too many knocks to the head in too short a time."

With a beckoning wave of his claw, the young dragon made his way up the stairs to Twilight's room, the Princess right behind him. Twilight Sparkle slept fitfully atop her bed. Every no and then she'd either thrash about briefly or roll over moaning softly.

Spike watched his surrogate sister, worry evident on his face. "Is she going to be ok? I know that spell took a lot out of her, but I've never seen her like this!"

Princess Celestia's horn erupted into intense golden light that then flowed over her student's sleeping form. A look of intense study on her face, Celestia concentrated as she absorbed the information her spell provided her. "Hmmm"

Spike's scaled brow knotted as he looked between teacher and student, silently hoping Twilight would be ok.

"Good news, Spike." The tall alicorn announced. "The patient is perfectly fine with the exception of a chipped hoof or two. Twilight should be up and about in a few hours."

The little dragon swiped the back of a claw across his forehead. "Phew. I'm glad. She just about dropped the moment she got back. The others weren't much better."

The princess's face grew uncharacteristically stern. "I see. Did any of them recognize the creature that chased them."

"No. Even Fluttershy and she's pretty much the animal expert. Twilight said she didn't know either...um, then she passed out."

"That's odd" Celestia mused. "While Everfree is certainly a wild and dangerous place, ponies have traveled through it enough to have seen most of its denizens."

Abruptly the white alicorn stopped as she felt a familiar sensation she hadn't felt in years.

"Spike, must you pull on my tail?"

Grinning sheepishly, Spike jerked his claws away. "Sorry, Princess, old habits die hard."

Chuckling, Celestia moved over to one of the libraries windows. After staring out at the forest for a moment, she turned back to her scaly subject.

"Spike, I'm going to go to Trottingham and any other towns that are near the edge of Everfree forest to see if there's been any activity from the forest near them. The captain of this detachment of the guard, Snow Wing, should be back soon with a report on the search. Tell him what you told me and send along any reports you receive."

The young dragon snapped a salute, his young face taking on a stoic expression similar to many guards. Laughing, the princess disappeared out the window with a flap of her huge white wings.

Spike watched as the white blur disappeared in the sky. "I hope she gets back soon," he murmured as he trudged back to the small kitchen for another juice. On his way, he chanced a glimpse Everfree from one of the other windows. His heart froze.

A thick, roiling fog was seeping out of the forest at a horrifying pace, obscuring everything within its ethereal grasp as it flowed like river towards Ponyville. Spike tried to convince himself he was not seeing shapes moving within.

The clouds above lost their cute, puffy look as they rapidly gathered, casting the town into shadow. They to seethed and churned, while growing dark all the while. Soon a tremendous thunderhead of terrifying power had gathered over Ponyville.

"Um, ok, that's not natural. Time to call the princess back." Spike spoke aloud as he frantically searched for a piece of paper and a quill. Unable to find the quill, Spike plucked a new one from a certain sleeping owl who awoke with an indignant hoot.

Spike apologized as he wrote. "Sorry, dude, I didn't want to wake you like that, but I couldn't find a quill and one look outside should tell you why we don't have time for anything."

With another annoyed hoot, the owl peered out the window only to fly frantically away as a horrifying snarl sounded from the fog now creeping through the town.

"Oh wow," Spike whimpered, "Could this get any worse?"

It was then he caught the slightest movement in the clouds above the town, as a large dark shape winged through the clouds.

"What the heck was that?!"

And then some of the buildings at the edge of town burst into flames.


End file.
